Texas IT service contract template

Texas IT Service Contract

This Texas IT Service Contract ("Agreement") is made and entered into as of [Effective Date] by and between:

[Service Provider Legal Name], a [Service Provider Entity Type, e.g., Texas Corporation] with its principal place of business at [Service Provider Business Address] ("Service Provider"), represented by [Service Provider Authorized Representative Name], [Service Provider Authorized Representative Title].

[Client Legal Name], a [Client Entity Type, e.g., Texas LLC] with its principal place of business at [Client Business Address] ("Client"), represented by [Client Authorized Representative Name], [Client Authorized Representative Title].

1. Scope of Services

The Service Provider will provide the following IT services to the Client:

Managed IT Support:

• Option A: Proactive monitoring and maintenance of Client's IT infrastructure.
• Option B: Reactive support for IT issues reported by the Client.
• Option C: Both proactive monitoring and reactive support.

Helpdesk Services:

• Option A: Telephone support during business hours [Business Hours].
• Option B: Email and ticketing system support, 24/7.
• Option C: On-site support for critical issues.

Network Administration:

• Option A: Network design and implementation.
• Option B: Network security and firewall management.
• Option C: Network performance monitoring and optimization.

Cybersecurity Protection:

• Option A: Antivirus and anti-malware protection.
• Option B: Vulnerability assessments and penetration testing.
• Option C: Security awareness training for employees.

Cloud Services:

• Option A: Cloud migration and deployment.
• Option B: Cloud storage and backup.
• Option C: Cloud application management.

Hardware/Software Procurement:

• Option A: Hardware procurement and installation.
• Option B: Software licensing and management.
• Option C: Inventory management.

System Integration:

• Option A: Integrate new systems with existing infrastructure.
• Option B: Data migration services.
• Option C: System customization and configuration.

Software Development and Maintenance:

• Option A: Custom software development.
• Option B: Software maintenance and updates.
• Option C: Bug fixing and issue resolution.

Data Backup and Disaster Recovery:

• Option A: Data backup to local storage.
• Option B: Data replication to offsite storage.
• Option C: Disaster recovery planning and testing.

Remote and On-Site Support:

• Option A: Remote support via screen sharing and remote access tools.
• Option B: On-site support for hardware repairs and physical installations.
• Option C: Hybrid support model combining remote and on-site services.

Compliance Consulting:

• Option A: HIPAA Compliance consulting (if applicable).
• Option B: GLBA Compliance Consulting (if applicable).
• Option C: Texas Identity Theft Enforcement and Protection Act.

2. Service Description

Detailed service descriptions, performance standards (SLAs), supported technologies, service hours, response and resolution times, escalation procedures, and client obligations are outlined in Appendix A.

3. IT Asset Inventory

A comprehensive inventory of the Client's IT assets, systems, and software covered under this Agreement is detailed in Appendix B. Procedures for adding or removing assets are described therein.

4. Deliverables

Deliverables will include [List Deliverables, e.g., reports, documentation, code, hardware] in the formats specified in Appendix C. Acceptance criteria and testing sign-off procedures are also detailed in Appendix C.

5. Incident Management and Reporting

Incident reporting processes, timelines for resolution, and escalation procedures are outlined in Appendix D.

6. Worksite and Security

Worksite locations are [Worksite Location(s)]. Remote access security protocols and physical security procedures are detailed in Appendix E. Travel expenses will be reimbursed according to Texas business travel policies.

7. Service Fees and Payment

• Option A: Fixed fee of [Dollar Amount] per month.
• Option B: Time & Materials at [Dollar Amount] per hour.
• Option C: Retainer fee of [Dollar Amount] per month, plus hourly rates for additional services.

Hourly rates, flat fees, minimum billing increments, overtime rates, and applicable Texas state and local taxes are specified in Appendix F. Billing cycle is [Billing Cycle, e.g., monthly], with payment due [Number] days from invoice date. Late payments accrue interest at [Percentage] per month, subject to Texas usury laws. Accepted payment methods are [List Payment Methods].

8. Licensing

[Service Provider/Client] is responsible for hardware/software licensing costs and renewal obligations. Client will indemnify Service Provider for non-payment or license violations.

9. Intellectual Property

Ownership of intellectual property rights for developed software, customizations, and documentation is as follows: [Specify Ownership, e.g., Client ownership, Service Provider ownership, joint ownership]. License scope, term, source code escrow (if applicable), and residuals are detailed in Appendix G. The parties acknowledge and agree to Texas-specific provisions regarding works made for hire and business trade secret protection.

10. Confidentiality

Both parties agree to maintain the confidentiality of client business data, technical information, customer information, and proprietary techniques, as per the Texas Uniform Trade Secrets Act.

11. Data Security and Privacy

Data security and privacy requirements, including compliance with the Texas Identity Theft Enforcement and Protection Act, breach notification procedures, and encryption standards, are detailed in Appendix H.

12. Regulatory Compliance

Compliance with Texas-specific regulatory mandates such as HIPAA (if applicable), GLBA (if applicable), and FERPA (if applicable) is addressed in Appendix I.

13. Quality Assurance and Warranty

Quality assurance terms, acceptance testing periods, maximum defect repair turnarounds, ongoing support, scheduled maintenance windows, system downtime notifications, and limitations of warranty are detailed in Appendix J.

14. Support Scope and Exclusions

Exclusions from support include upstream third-party outages, end-of-life hardware/software, client network misconfiguration, user-caused incidents, and force majeure events relevant to Texas conditions (e.g., hurricanes).

15. Client Responsibilities

Client is responsible for providing adequate facilities, power, backup internet, user training, and prompt notification of system changes. Remedies for failure to meet these obligations are outlined in Appendix K.

16. Representations and Warranties

Both parties warrant legal authority, right to enter the agreement, absence of conflicting obligations, and that deliverables will be free from third-party infringement and malicious code.

17. Indemnification and Limitation of Liability

Each party agrees to indemnify the other as specified in Appendix L. Limitation of liability is capped at [Dollar Amount], subject to Texas law. Waivers of gross negligence, willful misconduct, personal injury, and statutory damages are limited as per Texas law.

18. Insurance

Service Provider will maintain minimum levels of general liability, errors and omissions, cyber liability, and workers' compensation insurance as specified in Appendix M.

19. Contract Changes

Changes, modifications, or scope expansions require written change requests, pricing adjustments, and impact analysis on delivery timelines. Signature authority is as per Texas business entity rules.

20. Term and Termination

The term of this Agreement is [Number] [Months/Years], commencing on the Effective Date.

• Option A: Auto-renewal for subsequent terms of [Number] [Months/Years], unless either party provides written notice of termination [Number] days prior to the end of the current term.
• Option B: Termination for convenience requires [Number] days written notice.
• Option C: Termination for cause requires [Number] days written notice and an opportunity to cure.

Termination fees, data and equipment return obligations, transition cooperation, and final payment settlements are detailed in Appendix N.

21. Remedies and Penalties

Remedies and penalties for breach, late delivery, non-performance, data breaches, confidentiality violations, or non-payment are outlined in Appendix O. Liquidated damages are capped and will not be deemed penalties under Texas law.

22. Dispute Resolution

Disputes will be resolved through negotiation, mediation, or arbitration (specify institution and location in Texas). Mandatory venue and choice-of-law clauses stipulate Texas law and Texas state or federal courts as exclusive jurisdiction.

23. Execution

This Agreement and any amendments must be executed in writing. Electronic signatures are accepted, in accordance with the Texas Uniform Electronic Transactions Act.

24. Assignment and Subcontracting

Assignment, subcontracting, and delegation rights are restricted as specified in Appendix P. Texas-certified professionals may be required for specialized IT services. Subcontractors must be registered or licensed in Texas, if required.

25. Government Contracting

For government or education contracts, certifications (e.g., HUB status, Texas DIR contract reference) and NDAs as mandated by Texas public sector buyers are addressed in Appendix Q, along with compliance with special contracting standards.

26. Equal Opportunity

Both parties adhere to equal opportunity, affirmative action, and prohibition of discrimination per Texas and federal standards.

27. Force Majeure

Force majeure events, including Texas weather events and statewide emergency declarations, are addressed in Appendix R.

28. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals.

29. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

30. Waiver

No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party.

31. Notices

Notices must be in writing and delivered by certified mail or email to the addresses specified above. Business days are defined as Monday through Friday, excluding Texas state holidays.

[Service Provider Legal Name]

By: [Service Provider Authorized Representative Name]

Title: [Service Provider Authorized Representative Title]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

Appendices:

A: Service Level Agreement

B: IT Asset Inventory

C: Deliverables

D: Incident Management

E: Worksite and Security

F: Service Fees and Payment Schedule

G: Intellectual Property

H: Data Security and Privacy

I: Regulatory Compliance

J: Quality Assurance and Warranty

K: Client Responsibilities

L: Indemnification

M: Insurance Requirements

N: Termination Procedures

O: Remedies and Penalties

P: Assignment and Subcontracting

Q: Government Contracting (if applicable)

R: Force Majeure